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【正文】 which notice shall, among other things, specify the name of the offeror, the percentage of interest in the Partnership covered by the offer, terms of payment, including whether the offer is for cash or credit, and, if on credit, the time and interest rate, as well as any and all other consideration being received or paid in connection with the proposed transaction, as well as any and all other terms, conditions, and details of the offer. a. Upon receipt of the notice with respect to the offer, the General Partner shall have the exclusive right and option, exercisable at any time during the period of [number] days from the date of the notice, to purchase the interest in the Partnership covered by the offer at the same price and on the same terms and conditions of the offer as set out in the notice. b. If the General Partner decides to exercise the option, the General Partner shall give written notification of this decision to the Limited Partner desiring to sell, and the sale and purchase shall be closed within [specify length of time] thereafter. c. If the General Partner does not elect to exercise the option, the General Partner shall notify in writing the other members of the Limited Partnership regarding the terms of the offer. Should any individual Limited Partner or group of Limited Partners decide to exercise the option of purchase, notification of this decision shall be given in writing to the General Partner to be transmitted in writing to the selling Limited Partner within the same period provided above for notification of a General Partner’s exercise of the option, and the sale and purchase shall be closed within [specify length of time] thereafter. d. If none of the Limited Partners elects to exercise this option, the selling Limited Partner shall be so notified in writing by the General Partner and shall be free to sell the interest in the Partnership covered by the offer. The sale, if permitted, shall be made strictly upon the terms and conditions and to the person described in the required notice. e. Any Assignment made to anyone not already a Partner shall be effective only to give the assignee the right to receive the share of profits to which the assignor would otherwise be entitled, shall not relieve the assignor from liability for additional contributions of capital, shall not relieve the assignor from liability under the provisions of this Partnership Agreement, and shall not give the assignee the right to bee a substituted Limited Partner. Neither the General Partner nor the Partnership shall be required to state the tax consequences to a Limited Partner or to a Limited Partner’s assignee arising from the assignment of a Limited Partnership interest. f. The Partnership shall continue with the same basis and capital amount for the assignee as was attributable to the former owner who assigned the Limited Partnership interest. g. The Partnership interest of the General Partner cannot be voluntarily assigned or transferred except when such an assignment or transfer occurs by operation of law. On the death of a Limited Partner, the General Partner shall have an obligation to purchase from the estate of the deceased Limited Partner, and the estate of the deceased Limited Partner shall have an obligation to sell to the General Partner, the deceased Partner’s interest in the Partnership, at the price and on the terms and conditions set forth in this Paragraph. The purchase price for the deceased Limited Partner’s proportionate interest in the Partnership shall be the deceased Limited Partner’s proportionate interest in the fair market value of the Partnership property, determined as provided below, together with the assumption of all liability for any outstanding indebtedness, liabilities, liens, and obligations relating to the Partnership or the Partnership property. a. Within [number] days after the death of the deceased Limited Partner, the General Partner shall name an appraiser and within [number] days after the death of the deceased Limited Partner the executor or other legal representative of the estate of the deceased Limited Partner shall name an appraiser. b. If either party fails to name an appraiser within the specified time, the other party may select the second appraiser. The two (2) appraisers so selected shall proceed promptly to determine the fair market value of the Partnership property, taking into consideration any outstanding indebtedness, liabilities, liens, and obligations relating to the Partnership property. c. The determination of the fair market value of the Partnership property by the two (2) appraisers selected as provided above shall be final and binding on all parties. If the two (2) appraisers so selected are unable to agree on the fair market value of the Partnershi